AUDITORS REPORT

To,

The Members of,

Naysaa Securities Ltd MUMBAI,

Report on the Financial Statements

We have audited the accompanying financial statements of Naysaa Securities Ltd whichcomprise the Balance Sheet as at 31st March, 2014, the Statement of Profit andLoss Statement for the year then ended, and a summary of the significant accountingpolicies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Management is responsible for the preparation of these financialstatements that give a true and fair view of the financial position, financial performanceand cash flows of the Company in accordance with the Accounting Standards referred to insubsection (3C) of section 211 of the Companies Act, 1956 ("the Act"). Thisresponsibility includes the design, implementation and maintenance of internal controlrelevant to the preparation and presentation of the financial statements that give a trueand fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on ouraudit. We conducted our audit in accordance with the Standards on Auditing issued by theInstitute of Chartered Accountants of India. Those Standards require that we comply withthe ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement. An auditinvolves performing procedures to obtain audit evidence about the amounts and thedisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment, including the assessment of the risks of material misstatement of the financialstatements, whether due to fraud or error. In making those risk assessments, the auditorconsiders the internal control relevant to the Company's preparation and fair presentationof the financial statements in order to design audit procedures that are appropriate inthe circumstances. An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by the Management,as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us, the financial statements give the information required by the Act in themanner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31stMarch, 2014 and,

(b) in the case of the Statement of Profit and Loss, of the profit of the Company forthe year ended on that date

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2003 ("the Order")issued by the Central Government of India in terms of sub-section (4A) of section 227 ofthe Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and5 of the Order, since same is applicable for the period under review.

2. As required by Section 227 (3) of the Act we report that:

(a) We have obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.

(c) The Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement dealtwith by this Report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and the Cash FlowStatement comply with the Accounting Standards referred to in sub-section (3C) of section211 of the Act.

(e) On the basis of the written representations received from the directors as on 31stMarch, 2014 taken on record by the Board of Directors, none of the directors isdisqualified as on 31st March, 2014 from being appointed as a director in terms of clause(g) of subsection (1) of section 274 of the Act.

For DIMPLE PUNMIYA

CHARTERED ACCOUNTANTS

PLACE: MUMBAI

DATE: 13.08.2014.

Annexure to the Auditor's Report

Referred to in paragraph 3 of our Audit report of even date

On the basis of such checks as we considered appropriate and according to theinformation and explanation given to us during the course of our audit, we report that:

FIXED ASSETS

1. The Company is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets.

2. During the year fixed assets of the company have been physically verified by theManagement at all locations and there is a regular program of verification which is ouropinion, is reasonable, having regard to the size of the company and the nature of fixedassets. No material discrepancies have been noticed in respect of assets, which have beenphysically verified during the year.

LOANS & ADVANCES

1. The company has taken unsecured loans, from persons covered in the registermaintained under Section 301of the Act.

2. In respect of the aforesaid loans, repayment of the principal amounts as stipulated.

3. in respect of the aforesaid loans, there are no overdue amount.

INTERNAL CONTROLS

1. In our opinion and according to the information and explanations given to us, thereare adequate internal control procedures commensurate with the size of the Company and thenature of its business with regard to purchases of inventory, fixed assets and with regardto the sale of goods. During the course of our audit, no major weaknesses were noticed byus in the internal controls.

FIXED DEPOSITS

1. Company has not invited any deposits from public.

INTERNAL AUDIT

1. In our opinion, the Company has no internal audit system commensurate with the sizeand nature of its business.

COST RECORDS

1. We are informed that the Central Government has not prescribed under section209(1)(d) of the Companies Act, 1956 maintenance of cost records for any of the productsmanufactured by the Company.

STATUTORY DUES

1. According to the records of the Company, the Company is generally regular indepositing with appropriate authorities undisputed statutory dues including providentfund, investor education protection fund, employees' state insurance, income-tax,sales-tax, wealth-tax, custom duty, excise duty, cess and other statutory dues applicableto it.

2. According to the information and explanations given to us, no undisputed amountspayable in respect of income tax, wealth tax, sales tax, customs duty and excise duty wereoutstanding, as at 31st March, 2014 for a period of more than six months from the datethey became payable.

3. According to the information and explanations given to us and based on recordsproduced to us, there are no dues outstanding of sale tax, income-tax, customs duty,wealth-tax, excise duty, cess which have not been deposited on account of any dispute.

GENERAL

1. The Company no accumulated losses at the end of the financial year and it has notincurred any cash losses during the financial year covered by our audit and theimmediately preceding financial year.

2. Based on our audit procedures and on the information and explanations given by themanagement, we are of the opinion that the Company has paid dues if any payable to thebank.

3. Based on our examination of documents and records, we are of the opinion that theCompany has not granted loans and advances on the basis of security by way of pledge ofshares, debentures and other securities.

4. In our opinion and according to the information and explanations given to us, thenature of the activities of the Company does not attract any special statute applicable tochit fund and nidhi / mutual benefit fund/societies.

5. The Company is dealing or trading in shares, securities, debentures, and otherInvestments.

6. The Company has not given any guarantee for loans taken by others from bank orfinancial institutions.

7. The Company has not taken term loans from Banks and Financial Institutions.

8. In our opinion and according to the information and explanations given to us, theCompany has generally applied funds from long-term sources against long-term applicationsand those from short-term sources against short-term applications.

9. The Company has not made any preferential allotment of shares during the year toparties and companies covered in the registers maintained under section 301 of the Act.

10. During the year, the Company did not have any outstanding debentures.

11. The Company has not raised any money through a public issue during the year.

12. Based upon the audit procedures adopted and information and explanations given bythe management, we report that no fraud on or by the Company has been noticed or reportedduring the year.

For DIMPLE PUNMIYA

CHARTERED ACCOUNTANTS

PLACE: MUMBAI

DATE: 13.08.2014.